Item 1.01.Entry into a Material Definitive Agreement.
On April 8, 2026, Main Street Capital Corporation (“Main Street”) and certain qualified institutional investors
entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”), which governs the issuance of
$150,000,000 in aggregate principal amount of 6.93% Series A Senior Notes due April 15, 2031 (the “Series A Notes”).
The Series A Notes bear a fixed interest rate of 6.93% per year and mature on April 15, 2031, unless redeemed, purchased
or prepaid prior to such date by Main Street in accordance with their terms.
Interest on the Series A Notes will be due semiannually on April 15 and October 15 each year, beginning on
October 15, 2026. The Series A Notes may be redeemed in whole or in part at any time or from time to time at Main
Street’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition,
Main Street is obligated to offer to prepay the Series A Notes at par plus accrued and unpaid interest up to, but excluding,
the date of prepayment, if certain change in control events occur. The Series A Notes are general unsecured obligations of
Main Street that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by Main
Street.
Main Street intends to use the proceeds from the offering of Series A Notes to repay outstanding indebtedness,
including amounts outstanding under its corporate revolving credit facility and/or its special purpose vehicle revolving
credit facility, to make investments in accordance with its investment objective and strategies, to make investments in
marketable securities and idle funds investments, to pay operating expenses and other cash obligations and for general
corporate purposes.
The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a
private placement, including, without limitation, affirmative and negative covenants such as information reporting,
maintenance of Main Street’s status as a business development company within the meaning of the Investment Company
Act of 1940, as amended (the “1940 Act”), a minimum asset coverage ratio and a minimum consolidated net worth. In
addition, upon the occurrence of a Below Investment Grade Event, a Secured Debt Ratio Event and/or an Unsecured Debt
Coverage Ratio Event (each as defined in the Note Purchase Agreement), the Series A Notes will bear interest at an
increased rate from the date of the occurrence of the Below Investment Grade Event, Secured Debt Ratio Event and/or
Unsecured Debt Coverage Ratio Event to and until the date on which the Below Investment Grade Event, Secured Debt
Ratio Event and/or Unsecured Debt Coverage Ratio Event is no longer continuing.
The Note Purchase Agreement also contains customary events of default with customary cure and notice periods,
including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-
default under other indebtedness of Main Street or subsidiary guarantors subject to a cure pass-through, certain judgments
and orders and certain events of bankruptcy.
The Series A Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the
“Securities Act”). The Series A Notes have not and will not be registered under the Securities Act or any state securities
laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act, as applicable.
The description above is only a summary of the material provisions of the Note Purchase Agreement and is
qualified in its entirety by reference to the copy of the Note Purchase Agreement, which is incorporated by reference and
filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated by reference herein.
Item 8.01. Other Events.
On April 9, 2026, Main Street issued a press release. A copy of such press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
